DARDEN RESTAURANTS INC — Director's Dealing 2015

Dec 23, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DARDEN RESTAURANTS INC (DRI)
CIK: 0000940944
Period of Report: 2015-12-22

Reporting Person: LEE EUGENE I JR (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-22	Common Stock	M	145265.0000	$38.2100	Acquired	215653.0000	Direct
2015-12-22	Common Stock	S	111695.0000	$63.6010	Disposed	103958.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-22	Stock Option (Right to Buy)	$38.2100	M	145265.0000	Disposed	2017-10-01	Common Stock (145265.0000)	Direct

Footnotes

F1: The number of stock options was adjusted in connection with the spin-off (the Spin-Off) of Four Corners Property Trust, Inc. (FCPT) from Darden Restaurants, Inc. (Darden) on November 9, 2015. The adjustment reflects the product of (i) the number of shares subject to the stock options award immediately prior to the Spin-Off and (ii) the ratio of (A) the pre-Spin-Off closing price on November 9, 2015 of Darden Common Stock (Darden Pre-Spin-Off Price) and (B) the difference between the Darden Pre-Spin-Off Price and the volume weighted average price of FCPT Common Stock trading on the NYSE on the trading day immediately following the distribution date (adjusted to reflect the Darden-to-FCPT pro rata share distribution ratio in the Spin-Off).

F2: This transaction was executed in multiple trades at prices ranging from $63.26 to $64.2167. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: This option vested in two equal annual installments beginning on the third anniversary of the grant.